Common use of Comfort Letters Clause in Contracts

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Sales Agent (each date of any such request by the Sales Agent, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Sales Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Sales Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Sales Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in the form reasonably satisfactory to the Agent, of the same tenor as the letter referred to set forth in Section 5.01(g) hereof Exhibit D hereto but modified to relate to the Registration Statement, Statement and the Final Supplemented Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof Exhibit D hereto that was last furnished to the Sales Agent; provided, further, however, that if such amendment or supplement, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, includes financial statements of any business acquired (or to be acquired) by the Company, the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect furnish to the Common Shares; and providedSales Agent a letter or letters, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the delivery Sales Agent, of the same tenor as the letter referred to in Exhibit D hereto but modified to relate to the business acquired (or to be acquired) by the Company of an Issuance Notice with respect to the Common Shares;Company.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Sales Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in the form reasonably satisfactory to the Agent, of the same tenor as the letter referred to set forth in Section 5.01(g) hereof Exhibit B hereto but modified to relate to the Registration Statement, Statement and the Final Supplemented Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof Exhibit B hereto that was last furnished to the Sales Agent; provided, further, however, that if such amendment or supplement, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, includes financial statements of any business acquired by the Company, the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect furnish to the Common Shares; and providedSales Agent a letter, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the delivery Sales Agent, of the same tenor as the letter referred to in Exhibit B hereto but modified to relate to the business acquired by the Company of an Issuance Notice with respect to the Common Shares;Company.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYMCM under the Securities Act, such time shall be as soon as practicable thereafter after each Comfort Letter Trigger Event that occurs during such Selling Period) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s 's financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Sales Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in the form reasonably satisfactory to the Agent, of the same tenor as the letter referred to set forth in Section 5.01(g) hereof Exhibit B hereto but modified to relate to the Registration Statement, Statement and the Final Supplemented Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof Exhibit B hereto that was last furnished to the Sales Agent; provided, further, however, that if such amendment or supplement, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, includes financial statements of any business acquired by the Company, the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect furnish to the Common Shares; and providedSales Agent a letter, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the delivery Sales Agent, of the same tenor as the letter referred to in Exhibit B hereto but modified to relate to the business acquired by the Company of an Issuance Notice with respect to the Common Shares;Company.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered by the Sales Agent or the Forward Seller under the Securities Act, such time shall be as soon as practicable thereafter after each Comfort Letter Trigger Event that occurs during such Selling Period) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Sales Agent and the Forward Seller a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentSales Agent and the Forward Seller, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentSales Agent and the Forward Seller; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at such time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYMCM under the Securities Act, such time shall be as soon as practicable thereafter and in no event later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesBNYMCM;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to Sales Agent, the Agent Forward Seller and the Forward Purchaser a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to Sales Agent, the AgentForward Seller and the Forward Purchaser, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to Sales Agent, the AgentForward Seller and the Forward Purchaser; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered by BNYMCM or the Forward Seller under the Securities Act, such time shall be as soon as practicable thereafter after each Comfort Letter Trigger Event that occurs during such Selling Period) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to BNYMCM and the Agent Forward Seller a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to BNYMCM and the AgentForward Seller, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to BNYMCM and the AgentForward Seller; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered by KBCM or the Forward Seller under the Securities Act, such time shall be as soon as practicable thereafter after each Comfort Letter Trigger Event that occurs during such Selling Period) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to KBCM and the Agent Forward Seller a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to KBCM and the AgentForward Seller, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to KBCM and the AgentForward Seller; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the any independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to Sales Agent, the Agent Forward Seller and the Forward Purchaser a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to Sales Agent, the AgentForward Seller and the Forward Purchaser, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to Sales Agent, the AgentForward Seller and the Forward Purchaser; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Comfort Letters. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information an earnings release of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has firms that have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly soon as practicable thereafter to the Agent Xxxxxx Xxxxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxxx Xxxxxxx, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxx Xxxxxxx; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 4.07 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, further, that the delivery of each such letter (dated on as of or prior to after the date of on which the most recent such Issuance Noticeamendment or supplement was filed by the Company with the SEC) required by this Section 4.08 4.07 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Comfort Letters. (ia) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), but other than by means of an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, and in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYMCM under the Securities Act, such time shall be no later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered certified public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, howeverprovided further, that the Company shall have the right in its sole discretion not be required to suspend the delivery of any furnish such a letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and providedfinancial statements of any business acquired that are included in a Current Report on Form 8-K. (b) Notwithstanding the foregoing, furtherthe Company may upon written notice to BNYMCM elect to, that the delivery in lieu of each furnishing to BNYMCM such letter contemplated by Section 4.08(a) at the time specified in Section 4.08(a), cause to be furnished to BNYMCM such letter on each Issuance Date, dated such Issuance Date; provided that such letter shall be applicable to and satisfy the requirements of this Section 4.08 for the information in the most recent Annual Report on Form 10-K filed by the Company with the Commission and each Quarterly Report on Form 10-Q filed by the Company with the Commission thereafter through the Issuance Date, and any material amendment and supplement thereto (dated including a Current Report on Form 8-K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or prior deemed to be incorporated by reference into the Prospectus) through the Issuance Date, for which a letter had not been previously provided. Such letter shall satisfy the requirements of this Section 4.08 for the period from the date of such Issuance Notice) required letter until the Registration Statement or the Prospectus is next amended or supplemented, including by this Section 4.08 shall be means of an Annual Report on Form 10-K, a condition precedent to the delivery by Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), in any case to set forth financial information included in or derived from the Company’s consolidated financial statements or accounting records, upon which amendment or supplement the Company shall furnish such letter contemplated by Section 4.08(a) as soon as practicable after such amendment or supplement, dated not later than five (5) Trading Days after the date of an Issuance Notice with respect to effectiveness of such amendment or the Common Shares;date of filing of such supplement, as the case may be.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxx Xxxxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentTransaction Entities, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxx Xxxxxxx; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) required by this Section 4.08 shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. (i) Prior to or at the first delivery Upon execution of an Issuance Notice, this Agreement and on each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request ‎Representation Date”), the Company shall as soon as practicable thereafter cause its auditors ‎to furnish the independent registered public accounting firm who has audited Agents a letter (the “Comfort Letter”) dated the date the Comfort Letter is ‎delivered, in form and substance satisfactory to the Agents, acting reasonably, addressed to ‎the Agents, relating to the verification of certain of the financial statements of information and statistical and ‎accounting data relating to the Company included and the Subsidiaries contained in the Registration ‎Statement and the Prospectus or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent therein, which comfort letter shall ‎be based on a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of review having a cut-off date not more than five two business days prior to the date of ‎such letter (the first such letter; provided, however, that, the “Initial Comfort Letter”) and (ii) updating ‎the Initial Comfort Letter with respect to any financial information or other matters, such letter may reconfirm as true and correct at which would have been included in the Initial ‎Comfort Letter had it been given on such date and modified as though made at necessary to relate to the ‎Registration Statement and the Prospectus, as amended and supplemented to the date of such date‎letter. The requirement to furnish the documents set out in this Section 3(q) shall be waived for ‎any Representation Date occurring at a time at which no Agency Transaction Notice is pending, rather than repeatwhich waiver shall continue until the earlier to occur of the date the ‎Company delivers an Agency Transaction Notice hereunder ‎‎(which for such calendar quarter shall be considered a Representation Date), statements with respect to such financial information or other matters made in and the letter referred to in Section 5.01(g) hereof that was last furnished to the Agentnext ‎occurring Representation Date; provided, however, that such waiver shall not apply for any ‎Representation Date on which the Company files its annual report on Form 10-K. ‎Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a ‎Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice, or the Agents sell ‎any Shares, the Company shall have the right in its sole discretion cause to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect be furnished to the Common Shares; and provided, further, that Agents each of the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this documents set out in this‎ Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;3(q).

Comfort Letters. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information an earnings release of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by (a) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued Shares, (b) a Definitive Proxy Statement on Schedule 14A or issuable pursuant (c) a Part III-only amendment to the Sales Agency Agreementsan Annual Report on Form 10-K, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has firms that have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly soon as practicable thereafter to the Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 4.07 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, further, that the delivery of each such letter (dated on as of or prior to after the date of on which the most recent such Issuance Noticeamendment or supplement was filed by the Company with the SEC) required by this Section 4.08 4.07 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by KBCM under the Securities Act, such time shall be as soon as practicable thereafter after each Comfort Letter Trigger Event that occurs during such Selling Period) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent KBCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentKBCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentKBCM; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered by SCUSA or the Forward Seller under the Securities Act, such time shall be as soon as practicable thereafter after each Comfort Letter Trigger Event that occurs during such Selling Period) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to SCUSA and the Agent Forward Seller a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to SCUSA and the AgentForward Seller, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to SCUSA and the AgentForward Seller; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Comfort Letters. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information an earnings release of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by (a) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued Shares, (b) a Definitive Proxy Statement on Schedule 14A or issuable pursuant (c) a Part III-only amendment to the Sales Agency Agreementsan Annual Report on Form 10-K, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent Agent, the Forward Seller or the Forward Purchaser (each date of any such request by the Agentrequest, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has firms that have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly soon as practicable thereafter to the Agent Agent, the Forward Seller and the Forward Purchaser a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the Agent, the Forward Seller and the Forward Purchaser, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days three (3) Business Days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent, the Forward Seller and the Forward Purchaser; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 4.07 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, further, that the delivery of each such letter (dated on as of or prior to after the date of on which the most recent such Issuance Noticeamendment or supplement was filed by the Company with the Commission) required by this Section 4.08 4.07 shall be a condition precedent to the delivery by the Company of an Issuance a Placement Notice with respect to the Common Shares;

Comfort Letters. Upon execution of this Agreement and (ix) Prior within five (5) Trading Days of each Representation Date with respect to or at which the first Company is obligated to deliver a certificate in the form attached hereto as Exhibit A-1 for which no waiver is applicable and (y) concurrently with the delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable certificate pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date last sentence of any such request by the Agent, a “Comfort Letter Request Date”Section 8(o), the Company shall as soon as practicable thereafter cause the Company's Auditors to furnish to the Agents a letter (the "Comfort Letters") dated the date the Comfort Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, in each case addressed to the Agents, (A) relating to the verification of certain of the financial information and statistical and accounting data relating to the Company and the Subsidiaries, as applicable, contained in the Registration Statement and the Prospectuses or incorporated by reference therein, which comfort letters shall be based on a review having a cutoff date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are independent registered public accounting firm who has accountants within the meaning of the U.S. Securities Act and the rules and regulations thereunder, and that in their opinion the audited the financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectuses comply as to furnish as promptly as practicable thereafter to form in all material respects with the Agent a published accounting requirements of the U.S. Securities Act and the related regulations and with the applicable accounting requirements of the U.S. Securities Act and the Exchange Act and the related published rules and regulations adopted by the SEC (the first such letter, dated the "Initial Comfort Letter") and (z) updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date of such amendment, supplement or incorporation, and modified as the case may be, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified necessary to relate to the Registration StatementStatement and the Prospectuses, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or and supplemented to the date of such letter. The requirement to furnish the documents set out in this Section 8(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, with such changes as may be necessary which waiver shall continue until the earlier to reflect changes in the financial statements and other information derived from the accounting records occur of the Companydate the Company delivers a Placement Notice hereunder, to as applicable, and the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agentnext occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F, Form 20-F or Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Placement Notice, or the Agents sell any Shares, the Company shall have provide the right Agents with each of the documents set out in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;8(r).

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the each independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Covered Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the Covered Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five three business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Covered Agent; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Triggering Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;files a Registration Statement.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities and the independent registered accounting firm who has audited the financial statements and related notes required by Rule 3-14 of Regulation S-X, both included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, of the same tenor as the applicable letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letterletters, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letterletters; provided, however, that, with respect to any financial information or other matters, such letter letters may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the applicable letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter letters otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior letters pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s 's financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “"Comfort Letter Request Date”Triggering Event"), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities and the independent registered accounting firm who has audited the financial statements and related notes required by Rule 3-14 of Regulation S-X, both included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxx Xxxxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentXxxxxx Xxxxxxx, of the same tenor as the applicable letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letterletters, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letterletters; provided, however, that, with respect to any financial information or other matters, such letter letters may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the applicable letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxx Xxxxxxx; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter letters otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior letters pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. Upon execution of this Agreement and (ix) Prior within five (5) Trading Days of each Representation Date with respect to or at which the first Company is obligated to deliver the certificate in the form attached hereto as Exhibit A-1 and for which no waiver is applicable and (y) concurrently with the delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable certificate pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date last sentence of any such request by the Agent, a “Comfort Letter Request Date”Section 8(m), the Company shall as soon as practicable thereafter cause KPMG LLP, the independent registered public accounting firm who has audited Company's auditors, and to the financial statements of the Company included or incorporated by reference in the Registration Statement extent necessary, MNP LLP, to furnish as promptly as practicable thereafter to the Agent a letterletter (each, a "Comfort Letter") addressed to the Agent dated the date of such amendment, supplement or incorporation, as the case may beComfort Letter is delivered, in form reasonably and substance satisfactory to the Agent, acting reasonably, (A) relating to the verification of certain of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate financial information and statistical and accounting data relating to the Registration StatementCompany and its subsidiaries, as applicable, contained in the Prospectus andor incorporated by reference therein, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may which comfort letters shall be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of based on a review having a cut-off date not more than five two (2) business days prior to the date of such letter; provided, however(B) stating that such auditors are independent public accountants within the meaning of Canadian Securities Laws and the rules and regulations thereunder, that, and that in their opinion the portion of the audited financial statements of the Company incorporated by reference in the Prospectus and audited by such auditors comply as to form in all material respects with respect to any financial information or other matters, the applicable accounting requirements of Canadian Securities Laws (the first such letter may reconfirm as true in each case, the "Initial Comfort Letter") and correct at (C) if applicable, updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as though made at and as of such date, rather than repeat, statements with respect necessary to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished relate to the Agent; providedProspectus, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; as amended and provided, further, that the delivery of each such letter (dated on or prior supplemented to the date of such Issuance Notice) required by letter. For greater certainty, the requirement to provide comfort letters under this Section 4.08 8(o) shall be waived for any Representation Date occurring at a condition precedent time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then prior to or concurrent with the delivery by the Company of an Issuance Notice with respect to the Common Shares;Agent of a Placement Notice, the Company shall provide the Agent with the provide comfort letters under this Section 8(o).

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s 's financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall at such time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYMCM under the Securities Act, such time shall be as soon as practicable thereafter and in no event later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered public accounting firm who has audited the financial statements of the Company so included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesBNYMCM;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentTransaction Entities, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) required by this Section 4.08 shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Scotiabank (each date of any such request by the AgentScotiabank, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities and the independent registered accounting firm who has audited the financial statements and related notes required by Rule 3-14 of Regulation S-X, both included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Scotiabank a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentScotiabank, of the same tenor as the applicable letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letterletters, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letterletters; provided, however, that, with respect to any financial information or other matters, such letter letters may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the applicable letter referred to in Section 5.01(g) hereof that was last furnished to the AgentScotiabank; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter letters otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior letters pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. (ia) Prior to or at the first delivery of an Issuance NoticeThat, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s 's consolidated financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall shall, as soon as practicable thereafter thereafter, cause the independent registered public accounting firm who that has audited the consolidated financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated not later than five (5) Trading Days after the date of effectiveness of such amendment, supplement amendment or incorporationthe date of filing of such supplement, as the case may be, in form reasonably satisfactory to the Agent, BNYMCM and of the same tenor as the letter referred to in Section 5.01(g2.02(v) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at the date of such date letter as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to BNYMCM. (b) Notwithstanding the Agent; providedforegoing, howeverwith the prior written consent of BNYMCM in the exercise of reasonable discretion, that the Company shall have the right may elect to, in its sole discretion lieu of furnishing to suspend the delivery of any BNYMCM such letter otherwise required contemplated by Section 4.08(a) at the time specified in Section 4.08(a), cause to be furnished to BNYMCM such letter on each Issuance Date, dated such Issuance Date; provided that such letter shall satisfy the requirements of this Section 4.08 if for the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to period from the date of such Issuance Notice) required letter until the Registration Statement or the Prospectus is next amended or supplemented, including by this Section 4.08 shall be means of an Annual Report on Form 10-K, a condition precedent to the delivery by Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), in any case to set forth financial information included in or derived from the Company's consolidated financial statements or accounting records, upon which amendment or supplement the Company shall furnish such letter contemplated by Section 4.08(a) as soon as practicable after such amendment or supplement, dated not later than five (5) Trading Days after the date of an Issuance Notice with respect to effectiveness of such amendment or the Common Shares;date of filing of such supplement, as the case may be.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by Xxxxx Fargo under the Securities Act, such time shall be no later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent Xxxxx Fargo a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXXXXX FARGO, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxx Fargo; provided, howeverprovided further, that the Company shall have the right in its sole discretion not be required to suspend the delivery of any furnish such a letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, financial statements of any business acquired that the delivery of each such letter (dated are included in a Current Report on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Form 8-K.

Comfort Letters. Upon commencement of the offering of the Units under this Agreement (i) Prior to or at and upon the first delivery recommencement of an Issuance Noticethe offering of the Units under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus is shall be amended or supplementedsupplemented to include additional amended financial information, including (ii) the Units are delivered to any Manager as principal at a Time of Delivery pursuant to a Terms Agreement and such delivery is required by means of the Terms Agreement, (iii) the Partnership files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, or (iv) at the Manager’s request and upon reasonable advance notice to the Partnership, the Partnership files with the Commission any document which contains financial information (other than a Quarterly Report on Form 10-Q or a Current an Annual Report on Form 810-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be K) incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than Partnership shall cause Xxxxx Xxxxxxxx LLP, KPMG LLP and PricewaterhouseCoopers LLP (the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request DateAccountants”), or other independent accountants satisfactory to the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement Managers forthwith, to furnish as promptly as practicable thereafter to the Agent Managers a letter, dated the date of commencement or recommencement, effectiveness of such amendment, the date of filing of such supplement or incorporationother document with the Commission, or the Time of Delivery, as the case may be, in form reasonably satisfactory to the AgentManagers, of the same tenor as the letter referred to in Section 5.01(g6(e) hereof of this Agreement but modified to relate to the Registration StatementStatement and the Prospectus, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(gthat (1) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and providedfinancials described in Section 2(w)(ii)(a) of this Agreement, further, KPMG LLP will have the obligation to deliver such letters only until the date that the delivery of each such letter Partnership files with the Commission its Annual Report on Form 10-K for the year ending December 31, 2015 and (dated on or prior to the date of such Issuance Notice2) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;financials described in Section 2(w)(ii)(b) of this Agreement, KPMG LLP will have the obligation to deliver such letters only until the date that the Partnership files with the Commission its Annual Report on Form 10-K for the year ending December 31, 2014.

Comfort Letters. Upon execution of this Agreement and (ix) Prior within three (3) Trading Days of each Representation Date with respect to or at which the first Company is obligated to deliver the certificate in the form attached hereto as Exhibit A-1 and for which no waiver is applicable and (y) concurrently with the delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable certificate pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date last sentence of any such request by the Agent, a “Comfort Letter Request Date”Section 8(m), the Company shall as soon as practicable thereafter cause KPMG LLP, the independent registered public accounting firm who has audited Company's auditors, and to the financial statements of the Company included or incorporated by reference in the Registration Statement extent necessary, MNP LLP, to furnish as promptly as practicable thereafter to the Agent a letterletter (each, a "Comfort Letter") addressed to the Agent dated the date of such amendment, supplement or incorporation, as the case may beComfort Letter is delivered, in form reasonably and substance satisfactory to the Agent, acting reasonably, (A) relating to the verification of certain of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate financial information and statistical and accounting data relating to the Registration StatementCompany and its subsidiaries, as applicable, contained in the Prospectus andor incorporated by reference therein, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may which comfort letters shall be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of based on a review having a cut-off date not more than five two (2) business days prior to the date of such letter; provided, however(B) stating that such auditors are independent public accountants within the meaning of Canadian Securities Laws and the rules and regulations thereunder, that, and that in their opinion the portion of the audited financial statements of the Company incorporated by reference in the Prospectus and audited by such auditors comply as to form in all material respects with respect to any financial information or other matters, the applicable accounting requirements of Canadian Securities Laws (the first such letter may reconfirm as true in each case, the "Initial Comfort Letter") and correct at (C) if applicable, updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as though made at and as of such date, rather than repeat, statements with respect necessary to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished relate to the Agent; providedProspectus, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; as amended and provided, further, that the delivery of each such letter (dated on or prior supplemented to the date of such Issuance Notice) required by letter. For greater certainty, the requirement to provide comfort letters under this Section 4.08 8(o) shall be waived for any Representation Date occurring at a condition precedent time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then prior to or concurrent with the delivery by the Company of an Issuance Notice with respect to the Common Shares;Agent of a Placement Notice, the Company shall provide the Agent with the provide comfort letters under this Section 8(o).

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentTransaction Entities, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of its delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. The Company shall cause to be delivered to the Purchaser from the Company Accountants a "comfort letter" reasonably satisfactory to the Purchaser and covering financial and accounting information appearing in SEC Documents that is substantially similar or comparable to financial and accounting information that was covered in the comfort letters dated May 25, 1999 and February 8, 2000 that the Company caused PricewaterhouseCoopers LLP to deliver to the managing underwriters in connection with, respectively, the Company's initial public offering and its subsequent follow-on public offering in February 2000 (the "PWC COMFORT LETTERS"); PROVIDED that, if reasonably requested in good faith by the Purchaser, a comfort letter shall also cover such financial and accounting information that was not covered in the PWC Comfort Letters to the extent such information was either not disclosed in SEC Documents or did not exist on the date of one or both of the PWC Comfort Letters. A comfort letter shall be delivered to the Purchaser: (i) Prior quarterly (with respect to or at such quarter and the corresponding Form 10-Q) for the first delivery three quarters of an Issuance Noticea fiscal year, not later than 10 Trading Days after the day the Company files its Form 10-Q with the SEC; (ii) annually (with respect to such fiscal year and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on corresponding Form 10-K), a Quarterly Report on not later than 10 Trading Days after the day the Company files its Form 10-Q or a Current Report K with the SEC; and (iii) to the extent not covered by clauses (i) and (ii) above, each time an event occurs that is required to be disclosed by the Company on Form 8-K (but only a Current Report on except if such event is disclosable by the Company solely pursuant to Item 5 or Item 9 of Form 8-K that contains financial statements or financial information of K), not later than 10 Trading Days following the day the Company filed with files such Form 8-K. Notwithstanding the Commission under above, if the Exchange Act and incorporated or deemed date on which a comfort letter would otherwise be deliverable by the Company to be incorporated by reference into the Prospectus), Purchaser falls on a date other than by an amendment or supplement relating solely to the offering of securities a Purchase Day and other than during the Common Shares issued or issuable pursuant to time between the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from delivery of a Drawdown Notice and the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date commencement of any such request by the Agent, a “Comfort Letter Request Date”)Purchase Period, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter may defer its delivery to the Agent a letter, dated the date Purchaser of such amendmentcomfort letter until the immediately following Drawdown Notice Date, supplement or incorporation, as the case may be, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;any.

Comfort Letters. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information an earnings release of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has firms that have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly soon as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 4.07 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, further, that the delivery of each such letter (dated on as of or prior to after the date of on which the most recent such Issuance Noticeamendment or supplement was filed by the Company with the SEC) required by this Section 4.08 4.07 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including supplemented (other than by means of (x) an Annual Report on Form 10-Kamendment or supplement relating solely to the issuance or offering of securities other than the Common Shares, a Quarterly Report on Form 10-Q or (y) a Current Report on Form 8-K (but only a unless such Current Report on Form 8-K that contains capsule financial statements information, historical or pro forma financial information statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Company filed with the Commission that is considered “filed” under the Exchange Act and incorporated or deemed to be incorporated by reference into the ProspectusAct), other than including by an amendment the filing of any Incorporated Document, or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to at any time the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable Agents may reasonably request by the Agent (each date of any such request by the Agentamendment, supplement or request, a “Comfort Letter Request DateTrigger Event”), the Company shall shall, at any time selected by the Company on or following the date of such Comfort Letter Trigger Event, but on or prior to the first Issuance Date following such Comfort Letter Trigger Event, and as soon as practicable thereafter a condition to delivering an Issuance Notice, cause the its independent registered certified public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Sales Agents a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentSales Agents, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right Sales Agents. A comfort letter delivered in its sole discretion to suspend the delivery of any such letter otherwise required by accordance with this Section 4.08 if shall satisfy the Company does not expect to deliver an Issuance Notice with respect to requirements of this section for the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to period from the date of such Issuance Notice) required comfort letter until the next Comfort Letter Trigger Event upon which the Company shall cause its independent certified public accountants to furnish a new comfort letter as contemplated by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;4.08.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BofAML a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBofAML, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBofAML; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information an earnings release of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has firms that have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly soon as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 4.07 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, further, that the delivery of each such letter (dated on as of or prior to after the date of on which the most recent such Issuance Noticeamendment or supplement was filed by the Company with the SEC) required by this Section 4.08 4.07 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent Deutsche Bank (each date of any such request by the AgentDeutsche Bank, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Deutsche Bank a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentDeutsche Bank, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentDeutsche Bank; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such letter (dated on or prior to as of the date of such Issuance Noticeon which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent Citi (each date of any such request by the AgentCiti, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Citi a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentCiti, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentCiti; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, further, however, that if such amendment or supplement, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, includes financial statements of any business acquired by the Company, the Company shall have the right in its sole discretion furnish to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and providedBNYMCM a letter, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Noticeamendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to BNYMCM, of the same tenor as the letter referred to in Section 5.01(g) required by this Section 4.08 shall be a condition precedent hereof but modified to relate to the delivery business acquired by the Company of an Issuance Notice with respect to the Common Shares;Company.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BTIG a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBTIG, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBTIG; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by Xxxxx Fargo under the Securities Act, such time shall be no later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent Xxxxx Fargo a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxx Fargo, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxx Fargo; provided, howeverprovided further, that the Company shall have the right in its sole discretion not be required to suspend the delivery of any furnish such a letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, financial statements of any business acquired that the delivery of each such letter (dated are included in a Current Report on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Form 8-K.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxxx Xxxxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentTransaction Entities, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxx Xxxxxxx; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of its delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYCMI under the Securities Act, such time shall be no later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered certified public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYCMI a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYCMI, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYCMI; provided, howeverprovided further, that the Company shall have the right in its sole discretion not be required to suspend the delivery of any furnish such a letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, financial statements of any business acquired that the delivery of each such letter (dated are included in a Current Report on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesForm 8-K;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter at any time selected by the Company cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent Deutsche Bank a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentDeutsche Bank, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to Deutsche Bank; provided further, that the AgentCompany shall not be required to furnish such a letter with respect to the financial statements of any business acquired that are included in a Current Report on Form 8-K; provided, howeverprovided further, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each all such letter (dated on or prior to the date of such Issuance Notice) letters required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Comfort Letters. Upon commencement of the offering of the Units under this Agreement (i) Prior to or at and upon the first delivery recommencement of an Issuance Noticethe offering of the Units under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus is shall be amended or supplementedsupplemented to include additional amended financial information, including (ii) the Units are delivered to any Manager as principal at a Time of Delivery pursuant to a Terms Agreement and such delivery is required by means of the Terms Agreement, (iii) the Partnership files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, or (iv) at the Managers’ request and upon reasonable advance notice to the Partnership, the Partnership files with the Commission any document which contains financial information (other than a Quarterly Report on Form 10-Q or a Current an Annual Report on Form 810-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be K) incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than Partnership shall cause Xxxxx Xxxxxxxx LLP, KPMG LLP and PricewaterhouseCoopers LLP (the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request DateAccountants”), or other independent accountants satisfactory to the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement Managers, to furnish as promptly as practicable thereafter to the Agent Managers a letter, dated the date of commencement or recommencement, effectiveness of such amendment, the date of filing of such supplement or incorporationother document with the Commission, or the Time of Delivery, as the case may be, in form reasonably satisfactory to the AgentManagers, of the same tenor as the letter referred to in Section 5.01(g6(e) hereof of this Agreement but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(gthat (1) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and providedfinancials described in Section 2(w)(ii)(a) of this Agreement, further, KPMG LLP will have the obligation to deliver such letters only until the date that the delivery of each such letter Partnership files with the Commission its Annual Report on Form 10-K for the year ending December 31, 2015 and (dated on or prior to the date of such Issuance Notice2) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;financials described in Section 2(w)(ii)(b) of this Agreement, KPMG LLP will have the obligation to deliver such letters only until the date that the Partnership files with the Commission its Annual Report on Form 10-K for the year ending December 31, 2014.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares or Issuance Shares issued or issuable pursuant to the Sales Agency Agreementsany Terms Agreement, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the each independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Sales Agents, the Forward Sellers and the Forward Purchasers a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentSales Agents, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five three business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Sales Agent, the Forward Seller or the Forward Purchaser; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver an Issuance Notice with respect to delivers a Transaction Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Triggering Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;files a Registration Statement.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent JPMorgan (each date of any such request by the AgentJPMorgan, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities and the independent registered accounting firm who has audited the financial statements and related notes required by Rule 3-14 of Regulation S-X, both included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent JPMorgan a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentJPMorgan, of the same tenor as the applicable letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letterletters, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letterletters; provided, however, that, with respect to any financial information or other matters, such letter letters may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the applicable letter referred to in Section 5.01(g) hereof that was last furnished to the AgentJPMorgan; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter letters otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior letters pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in the form reasonably satisfactory to the Agent, of the same tenor as the letter referred to set forth in Section 5.01(g) hereof Exhibit C hereto but modified to relate to the Registration Statement, Statement and the Final Supplemented Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial NY3 3010214.11 191960 000001 5/8/2009 02:51pm statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof Exhibit C hereto that was last furnished to the AgentBNYMCM; provided, further, however, that if such amendment or supplement, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, includes financial statements of any business acquired by the Company, the Company shall have the right in its sole discretion furnish to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and providedBNYMCM a letter, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to BNYMCM, of the same tenor as the letter referred to in Exhibit C hereto but modified to relate to the delivery business acquired by the Company of an Issuance Notice with respect to the Common Shares;Company.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter at any time selected by the Company cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to BNYMCM; provided further, that the AgentCompany shall not be required to furnish such a letter with respect to the financial statements of any business acquired that are included in a Current Report on Form 8-K; provided, howeverprovided further, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each all such letter (dated on or prior to the date of such Issuance Notice) letters required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Comfort Letters. (ia) Prior to or at the first delivery of an Issuance NoticeThat, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s 's consolidated financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall shall, as soon as practicable thereafter thereafter, cause the independent registered public accounting firm who that has audited the consolidated financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated not later than five (5) Trading Days after the date of effectiveness of such amendment, supplement amendment or incorporationthe date of filing of such supplement, as the case may be, in form reasonably satisfactory to the Agent, BNYMCM and of the same tenor as the letter referred to in Section 5.01(g2.02(v) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at the date of such date letter as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to BNYMCM. (b) Notwithstanding the Agent; providedforegoing, however, that the Company shall have the right may upon written notice to BNYMCM elect to, in its sole discretion lieu of furnishing to suspend the delivery of any BNYMCM such letter otherwise required contemplated by Section 4.08(a) at the time specified in Section 4.08(a), cause to be furnished to BNYMCM such letter on each Issuance Date, dated such Issuance Date; provided that such letter shall be applicable to and satisfy the requirements of this Section 4.08 if for the Company does information incorporated or deemed to be incorporated by reference into, or included in, the Registration Statement and the Prospectus, as amended or supplemented to such Issuance Date, for which information a letter had not expect to deliver an Issuance Notice with respect to been previously provided. Such letter shall satisfy the Common Shares; and provided, further, that requirements of this Section 4.08 for the delivery of each such letter (dated on or prior to period from the date of such Issuance Notice) required letter until the Registration Statement or the Prospectus is next amended or supplemented, including by this Section 4.08 shall be means of an Annual Report on Form 10-K, a condition precedent to the delivery by Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), in any case to set forth financial information included in or derived from the Company's consolidated financial statements or accounting records, upon which amendment or supplement the Company shall furnish such letter contemplated by Section 4.08(a) as soon as practicable after such amendment or supplement, dated not later than five (5) Trading Days after the date of an Issuance Notice with respect to effectiveness of such amendment or the Common Shares;date of filing of such supplement, as the case may be.

Comfort Letters. (i) (a) Prior On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to or the Representatives, at the first request of the Company and the Operating Partnership, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of an Issuance Notice, and each time the Registration Statement or type customarily included in accountants’ “comfort letters” to underwriters with respect to the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or and certain financial information of or relating to the Operating Partnership and the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included contained or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter Statement, the Time of Sale Information and the Prospectus, provided that the letters delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Agent Closing Date and (b) on the date of this Agreement and on the Closing Date, Deloitte & Touche LLP shall have furnished to the Representatives, at the request of the Company, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, provided that the letters delivered on the Closing Date shall use a letter“cut-off” date no more than three business days prior to the Closing Date; and (ii) the Company and the Operating Partnership shall have furnished to the Representatives a certificate, dated the date of such amendmentthis Agreement and addressed to the Representatives, supplement or incorporationof the Chief Financial Officer of the Company, as the case may bewith respect to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the comfort letters referred to in clause (i) of this paragraph, which certificate shall be substantially in the form of Annex C attached hereto and otherwise in form and substance reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Representatives.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxx, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxx; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Jefferies a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentJefferies, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentJefferies; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent DBSI (each date of any such request by the AgentDBSI, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent DBSI a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentDBSI, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentDBSI; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus), other than by an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”)records, the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent Barclays a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in the form reasonably satisfactory to the Agent, of the same tenor as the letter referred to set forth in Section 5.01(g) hereof Exhibit C hereto but modified to relate to the Registration Statement, Statement and the Final Supplemented Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof Exhibit C hereto that was last furnished to the AgentBarclays; provided, further, however, that if such amendment or supplement, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, includes financial statements of any business acquired by the Company, the Company shall have the right in its sole discretion furnish to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and providedBarclays a letter, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to Barclays, of the same tenor as the letter referred to in Exhibit C hereto but modified to relate to the delivery business acquired by the Company of an Issuance Notice with respect to the Common Shares;Company.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentamendment or supplement, a “Comfort Letter Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Comfort Letter Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYCMI under the Securities Act, such time shall be no later than one Trading Day after each Comfort Letter Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) cause the independent registered certified public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYCMI a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYCMI, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, Statement and the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYCMI; provided, howeverprovided further, that the Company shall have the right in its sole discretion not be required to suspend the delivery of any furnish such a letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, financial statements of any business acquired that the delivery of each such letter (dated are included in a Current Report on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Form 8-K.

Comfort Letters. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information an earnings release of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by (a) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued Shares, (b) a Definitive Proxy Statement on Schedule 14A or issuable pursuant (c) a Part III-only amendment to the Sales Agency Agreementsan Annual Report on Form 10-K, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has firms that have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly soon as practicable thereafter to the Agent a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 4.07 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, further, that the delivery of each such letter (dated on as of or prior to after the date of on which the most recent such Issuance Noticeamendment or supplement was filed by the Company with the Commission) required by this Section 4.08 4.07 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent WFS a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentWFS, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentWFS; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Trigger Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “"Comfort Letter Request Date”Triggering Event"), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent Xxxxxxx Xxxxx a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentXxxxxxx Xxxxx; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Comfort Letters. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation shall cause (i) Prior PricewaterhouseCoopers LLP to or at furnish the first delivery Agents a letter (the “Comfort Letter”) addressed to the Agents dated the date such Comfort Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) relating to the verification of an Issuance Noticecertain of the financial information and statistical and accounting data relating to the Corporation and its subsidiaries, and each time as applicable, contained in the Registration Statement or and the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included Prospectuses or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent therein, which Comfort Letters shall be based on a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the Agent, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of review having a cut-off date not more than five two business days prior to the date of such letter; provided, however(B) stating that such auditors are independent public accountants within the meaning of the Securities Act and Canadian Securities Laws and the rules and regulations thereunder, that, and that in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Registration Statement and the Prospectuses and audited by such auditors comply as to form in all material respects with respect to any financial information or other matters, the applicable accounting requirements of the Securities Act and Canadian Securities Laws and the related regulations adopted by the SEC and the Canadian Securities Authorities (the first such letter may reconfirm as true in each case, the “Initial Comfort Letter”) and correct at (C) if applicable, updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as though made at and as of such date, rather than repeat, statements with respect necessary to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished relate to the Agent; providedRegistration Statement and the Prospectuses, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; as amended and provided, further, that the delivery of each such letter (dated on or prior supplemented to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;letter.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement Statement, the Prospectus or the any Permitted Free Writing Prospectus is amended or supplemented, including supplemented (other than by means of (x) an Annual Report on Form 10-Kamendment or supplement relating solely to the issuance or offering of securities other than the Common Shares, a Quarterly Report on Form 10-Q or (y) a Current Report on Form 8-K (but only a unless such Current Report on Form 8-K that contains capsule financial statements information, historical or pro forma financial information statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Company filed with the Commission that is considered “filed” under the Exchange Act and incorporated or deemed to be incorporated by reference into the ProspectusAct), other than including by an amendment the filing of any Incorporated Document, or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to at any time the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable Agents may reasonably request by the Agent (each date of any such request by the Agentamendment, supplement or request, a “Comfort Letter Request DateTrigger Event”), the Company shall shall, at any time selected by the Company on or following the date of such Comfort Letter Trigger Event, but on or prior to the first Issuance Date following such Comfort Letter Trigger Event, and as soon as practicable thereafter a condition to delivering an Issuance Notice, cause the its independent registered certified public accounting firm accountants who has have audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Sales Agents a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentSales Agents, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of or any Common Shares) Permitted Free Writing Prospectus as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five (5) business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right Sales Agents. A comfort letter delivered in its sole discretion to suspend the delivery of any such letter otherwise required by accordance with this Section 4.08 if shall satisfy the Company does not expect to deliver an Issuance Notice with respect to requirements of this section for the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to period from the date of such Issuance Notice) required comfort letter until the next Comfort Letter Trigger Event upon which the Company shall cause its independent certified public accountants to furnish a new comfort letter as contemplated by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;4.08.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (iirecords) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “"Comfort Letter Request Date”Triggering Event"), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be Comfort Letter Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented, including by means of an Annual Report on Form 10-K10‑K, a Quarterly Report on Form 10-Q 10‑Q or a Current Report on Form 8-K 8‑K (but only a Current Report on Form 8-K 8‑K that contains financial statements or financial information of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares or Issuance Shares issued or issuable pursuant to the Sales Agency Agreementsany Terms Agreement, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, amendment or supplement a “Comfort Letter Request DateTriggering Event”), the Company shall as soon as practicable thereafter cause the each independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent Sales Agents, the Forward Sellers and the Forward Purchasers a letter, dated the date of such amendment, supplement or incorporation, as the case may bedelivery, in form reasonably satisfactory to the AgentSales Agents, of the same tenor as the letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, and to the extent applicable, the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five three business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Sales Agent, the Forward Seller or the Forward Purchaser; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of deliver any such comfort letter otherwise required by this Section 4.08 if unless and until such time as (i) the Company does not expect to deliver an Issuance Notice with respect to delivers a Transaction Notice, (ii) the Common Shares; and provided, further, that the delivery of each such letter Comfort Letter Triggering Event occurs during a Selling Period or (dated on or prior to the date of such Issuance Noticeiii) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;files a Registration Statement.

Comfort Letters. (i1) Prior On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of which the Company filed with is obligated to deliver a certificate in the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), form attached hereto as Exhibit 7(l) for which no waiver is applicable (other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, in any case to set forth financial statements or financial information included in or derived from the Company’s financial statements or accounting records or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, a “Comfort Letter Request Date”Representation Date under Section 7(l)(iii)), the Company shall as soon as practicable thereafter cause the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement its Accountants to furnish as promptly as practicable thereafter to the Agent a letterletters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, that if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or an Agent sells any Placement Shares, the Company shall provide the Agent with the Comfort Letters; provided, further, that if requested by the Agent, the Company shall cause the Comfort Letters to be furnished to the Agent within ten (10) Trading Days of such amendmentthe date of occurrence of any material transaction or event, supplement or incorporation, as including the case may be, restatement of the Company’s financial statements. The Comfort Letters from the Company’s Accountants shall be in a form reasonably and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the same tenor Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the letter referred conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in Section 5.01(gconnection with registered public offerings (the first such letters, the “Initial Comfort Letters”) hereof but and (iii) updating the Initial Comfort Letters with any information that would have been included in the Initial Comfort Letters had they been given on such date and modified as necessary to relate to the Registration StatementStatement and the Prospectus, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Shares) as amended or and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to the Agent; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of any such letter otherwise required by this Section 4.08 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such letter (dated on or prior to the date of such Issuance Notice) required by this Section 4.08 shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;letters.

Comfort Letters. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements or financial information of the Company EQR filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), other than by an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, in any case to set forth financial statements or financial information included in or derived from the CompanyEQR’s financial statements or accounting records records, or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, a “Comfort Letter Request Date”), the Company Transaction Entities shall as soon as practicable thereafter cause each of the independent registered public accounting firm who has audited the financial statements of the Company Transaction Entities and the independent registered accounting firm who has audited the financial statements and related notes required by Rule 3-14 of Regulation S-X, both included or incorporated by reference in the Registration Statement to furnish as promptly as practicable thereafter to the Agent BNYMCM a letter, dated the date of such amendment, supplement or incorporation, as the case may be, in form reasonably satisfactory to the AgentBNYMCM, of the same tenor as the applicable letter referred to in Section 5.01(g) hereof but modified to relate to the Registration Statement, the Prospectus and, to the extent applicable, the General Disclosure Package (other than the offering price of any Common Program Shares) as amended or supplemented to the date of such letterletters, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyEQR, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letterletters; provided, however, that, with respect to any financial information or other matters, such letter letters may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the applicable letter referred to in Section 5.01(g) hereof that was last furnished to the AgentBNYMCM; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of any such letter letters otherwise required by this Section 4.08 if the Company EQR does not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such letter (dated on or prior letters pursuant to the date terms of such Issuance Notice) this Section 4.08, the delivery of the letter required by this Section 4.08 4.08, dated as of the date of their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;